Silicon Rental Solutions Ltd Directors Report

To

Dear Members,

SILICON RENTAL SOLUTIONS LIMITED,

Your Directors have pleasure in presenting 9th Annual report on the affairs of the Company together with the Audited Statement of Accounts for the year ended on 31st March, 2025.

1. FINANCIAL SUMMARY (STANDALONE):

The Companys financial performance for the year under review along with previous years figures is given hereunder: -(Amount in Lakhs)

PARTICULARS	31st March, 2025	31st March, 2024
Revenue from Operations	10193.89	6,324.96
Other Income	95.21	35.13
Total Revenue	10289.10	6,360.09
Total Expenditure	8435.93	4,607.64
Profit/Loss before taxation	1853.17	1,752.45
Less: Tax Expenses
Current Tax:	476.77	449.73
Deferred Tax:	18.89	(14.09)
Short Provisions for Tax adjustments in respect of earlier years	8.51	4.98
Corporate Social Responsibilities	29.00	22.00
Profit/loss( after tax)	1320.00	1,289.83
Add:Balance B/F from the Previous Year	3237.81	2,050.71
Add: Share Premium	4447.85	2,015.79
Less: Share Issue Expenses	236.96	-
Less: Bonus Share Issue	-	-
Less: Dividend	102.72	102.72
Reserves & Surplus for the year	8665.99	5,253.60

2. OPERATIONS:

Silicon Rental Solutions Limited (SRSL) has continually expanded its operations and presence across India, establishing itself as a leading provider of IT rental solutions. Over the years, our company has developed a robust presence in nearly all major states, with Maharashtra being the most significant contributor to our revenue. However, our reach extends well beyond Maharashtra, with substantial operations in Haryana, Karnataka, Tamil Nadu, Delhi, and Gujarat. This extensive geographical footprint ensures that we can cater to diverse market needs across the country.

In line with our commitment to staying at the forefront of technological advancements, we have continually expanded our product line. We now offer a wide range of cutting-edge tech solutions, including 3D printers, robotics equipment, and other new-age technologies. Recognizing the transformative potential of Artificial Intelligence (AI), we are making significant changes within our organization to embrace this shift and help our clients do the same. This includes providing high-end GPU-powered systems on a rental basis, enabling businesses, research institutions, and innovators to access advanced computing capabilities without the heavy capital investment allowing them to focus on operations and innovation rather than infrastructure costs.

By continuously enhancing our product offerings, we can meet the evolving demands of our clients and support a variety of innovative applications. Furthermore, we have forged strategic alliances with numerous educational institutions and robotics companies. These collaborations have opened up new avenues for growth, allowing us to provide specialized solutions tailored to the needs of these sectors. Through these partnerships, we are not only expanding our market reach but also contributing to the development of future-ready technologies, AI-driven solutions, and education.

Our growth is also reflected in the expansion of our team. We have built a dedicated and skilled workforce that is passionate about delivering the best IT rental solutions and customer service. Our teams expertise and commitment to excellence are key drivers of our success as we strive to achieve new heights in the IT rental industry.

At SRSL, we remain focused on our mission to be a one-stop shop for all IT solution needs, offering end-to-end solutions that include the delivery, service, and maintenance of hardware equipment. As we continue to grow and evolve, we are excited about the opportunities ahead and are dedicated to driving innovation, fostering AI adoption, and delivering unparalleled value to our clients.

Silicon Rental Solutions Limited (SRSL) has achieved significant financial growth over the past year, reflecting our successful expansion and strategic initiatives. The Company has reported a total revenue of Rs. 10289.10 Lakhs for the current year, a substantial increase from Rs. 6,360.09 Lakhs in the previous year. This impressive growth in revenue underscores our expanding market presence and the effectiveness of our diversified product line.

Moreover, our profitability has also seen a marked improvement. The Net Profit for the year under review amounted to Rs. 1320.00 Lakhs, compared to Rs. 1,289.83 Lakhs in the previous year. This increase in profit demonstrates our ability to manage yefficientl our operations while capitalizing on new opportunities and market trends.

Our financial performance is a testament to the hard work and dedication of our team and the strategic decisions we have made to expand our offerings and market reach. By continuing to focus on innovation and customer satisfaction, we are well-positioned to sustain this upward trajectory and achieve even greater success in the coming years.

3. RESERVES & SURPLUS:

As per Standalone financials, the reserves & surplus of the Company as on March 31st 2025 are as follows: ,

Sr. No.	Particulars	(Rs in Lakhs)
1.	Balance at the beginning of the year	3,237.81
2.	Current Years Profit / Loss	1320.00
3.	Amount of Securities Premium and other Reserves	4,210.89
4.	Dividend	(102.72)
	Total	8665.99

4. DIVIDEND: -

Considering the Companys outstanding financial performance, the Board is pleased to recommend for consideration of the shareholders at the ensuing Annual General Meeting (‘AGM), payment of dividend at the rate of 10% equivalent to the Re. 1/- per Equity Share for the Financial Year 2024-25.

The dividend recommended is in accordance with the principles and criteria as set out in the Dividend Distribution Policy of the Company which is available on our website, at https://www.silicongroup1.com.

The said dividend, if approved by the members at the ensuing AGM will be paid to those members whose name appears on the Register of Members (including Beneficial Owners) of the Company as on the record date and will be subject to deduction of tax at source at prescribed rates pursuant to the Income Tax Act, 1961.

5. INITIAL PUBLIC OFFER AND LISTING INFORMATION:

The Equity Shares of the Company were listed on the SME Platform of Bombay Stock Exchange Limited (BSE SME Board), Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai 400 001, effective from October 10, 2022. The Company has paid the annual listing fee for the financial year 2024 2025. The Equity Shares of the Company are in dematerialized form and have electronic connectivity under ISIN No. INE0MNV01014.

6. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THE FINANCIAL STATEMENTS RELATES AND THE DATE OF THE REPORT:

There have been no material changes and commitments, affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report.

However, during the year under review, the Company has undertaken the following actions:

1. Increase in Authorized Share Capital:

The Authorized Share Capital of the Company was increased from Rs11,00,00,000/- (Rupees Eleven Crores only), divided into 1,10,00,000 (One Crore Ten Lakhs) equity shares of Rs10/- (Rupees Ten only) each, to Rs12,00,00,000/- (Rupees Twelve Crores only), divided into 1,20,00,000 (One Crore Twenty Lakhs) equity shares of Rs10/- (Rupees Ten only) each, by way of addition of 10,00,000 (Ten Lakhs) equity shares of Rs10/- each, pursuant to the approval of the members obtained at the Extra-Ordinary General Meeting held on 23rd October 2024.

2. Preferential Allotment of Equity Shares and Convertible Warrants:

Pursuant to the approval of the members at the Extra-Ordinary General Meeting held on 23rd October 2024, the Company issued a total of 11,72,800 fully paid-up equity shares and 5,50,400 convertible warrants, each having a face value of Rs10/-, at an issue price of Rs222/- per security (including a premium of Rs212/- per equity share), on a preferential basis.

Out of the above, 11,47,200 fully paid-up equity shares and 5,50,400 convertible warrants were allotted under preferential allotment pursuant to the approval of the Board at its meeting held on 15thJanuary 2025.

7. STATEMENT OF UTILIZATION OF FUNDS RAISED THROUGH PREFERENTIAL ALLOTMENT:

During the period under review, the Company came up with preferential issue of 11,72,800 fully paid-up equity shares and 5,50,400 convertible warrants, each having a face value of Rs10/-, at an issue price of Rs 222/- per security (including a premium of Rs 212/-). On 15thJanuary, 2025, the Company allotted 11,47,200 fully paid-up equity shares and 5,50,400 convertible warrants under the preferential allotment, raising Rs 25,46,78,400/- and Rs 3,05,47,200/- respectively.

Pursuant to Regulation 32 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Statement of Deviation and Variation for the half yearly ended March 31, 2025 was reviewed by the Audit Committee and the Board Meeting and has already been filed to the Stock Exchange. Further, the Company has also submitted to the BSE, certificate of the statutory auditor for utilization of money raised through the preferential issue of Equity shares and convertible warrants, for the half year ended on 31st March, 2025, pursuant to Regulation 262(6) of the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018.

Details of Utilization of Proceeds of Preferential Issue (Equity shares) as of March 31, 2025:

Original Object	Modified Object, if any	Original Allocation	Modified allocation, if any	Funds Utilized	Unutilized amount	Amount of Deviation/ Variation for the quarter according to applicable object	Remarks, if any
Capital Investment	NA	12,80,86,720	NA	0	12,80,86,720
Long term working capital	NA	10,10,00,000	NA	10,10,00,000	0
General Corporate
	A	2,55,91,680	NA	2,55,91,680	0
Purpose
						NA	NA
Such other objects, as the Board may from time to time decide in the best interest of the Company	NA	0	NA	0	0
Total	NA	25,46,78,400		12,65,91,680	12,80,86,720

Details of Utilization of Proceeds of Preferential Issue (Convertible Warrant) as of March 31, 2025:

Original Object	Modified Object, if any	Original Allocation	Modified allocation, if any	Funds Utilized	Unutilized amount	Amount of Deviation/ Variation for the quarter according to applicable object	Remarks, if any
Capital Investment	NA	3,05,47,200	NA	0	3,05,47,200
Long term working capital	NA	0	NA	0	0
General Corporate
	NA	0	NA	0	0
Purpose
						NA	NA
Such other objects, as the Board may from time to time decide in the best interest of the Company	NA	0	NA	0	0
Total	NA	0	3,05,47,200	0	3,05,47,200	NA	NA

8. CHANGE IN THE NATURE OF BUSINESS:

During the year under review, there were no material changes in the nature of business of the company.

9. REMUNERATION POLICY AND COMPANYS POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION INCLUDING CRITERIA FOR DETERMINING QUALIFICATIONS, POSITIVE ATTRIBUTES, INDEPENDENCE OF A DIRECTOR AND OTHER MATTERS PROVIDED UNDER SUB-SECTION (3) OF SECTION 178:

Pursuant to the Provisions of section 178 of the Companies Act 2013 and Regulation 19 of SEBI (Listing Obligations and disclosure Requirements) Regulations 2015, the Company has duly constituted Nomination and Remuneration Committee (NRC) with composition of Independent Directors and Non- Executive Director.

The policy of the Company on directors appointment and remuneration, including the criteria for determining qualifications, positive attributes, independence of a director and other matters, as required under sub-section (3) of Section 178 of the Companies Act, 2013, is available on our website, at https://www.silicongroup1. com.

10. BOARDS OPINION ON INTEGRITY, EXPERTISE, EXPERIENCE, AND PROFICIENCY OF INDEPENDENT DIRECTORS APPOINTED DURING THE YEAR:

During the year, the Company has appointed Mr. Ashok Kumar Jain as Additional Independent Director of the effect Company with from March 04, 2025.

The Board is of the opinion that Mr. Jain possesses the requisite integrity, expertise, and relevant experience . in his field The Board has also evaluated his proficiency through the prescribed online proficiency self-assessment test conducted by the Indian Institute of Corporate Affairs (IICA) and is satisfied with his qualifications and overall capabilities.

11. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

The Company presents all related party transactions before the Board specifying the nature, value, and terms and conditions of the transaction. Transactions with related parties are conducted in a transparent manner with the interest of the Company and Stakeholders as utmost priority and Company generally enters into transactions, which are at arms length and in the ordinary course of business.

During the year under review, all transactions entered into with related parties were approved by the Audit Committee of the Board of Directors. Certain transactions, which were repetitive in nature, were approved through omnibus route. The details of such transactions are given in form AOC-2, Attached with this report as Annexure A , which forms part of this Integrated Annual Report. The disclosure of transactions with related party for the year, as per Accounting Standard -18 Related Party Disclosures is given in Note 26 to the Balance Sheet as on March 31st 2025 forming part of this Annual Report. ,

As per Regulation 23 of the SEBI LODR, the Board has adopted a ‘Policy on Materiality of Related Party Transactions and Dealing with Related Party Transactions which may be accessed on the Companys website i.e. https://www.silicongroup1.com.

12. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE:

During the year under review there has been no any such significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and companys operations in future.

13. AUDITORS:

A. STATUTORY AUDITORS

Pursuant to the provision of Section 139 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, Vinod Kumar Jain & Co., Chartered Accountants having firm registration no. 111513W, was appointed as the Statutory Auditors of the Company, to hold office for 5 Years commencing from the conclusion of the 7^th AGM of the Company, till the conclusion of the 11thAGM to be held in 2027.

B. SECRETARIAL AUDITOR

Pursuant to the provision of Section 204 of the Companies Act, 2013 read with rule 9 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, M/s Shanu Mata and Associates, Company Secretaries (FCS: 12161, CP: 17999), is appointed as Secretarial Auditor of the Company for the term of 3 Years commencing from the Financial Year 2022-23 till the Financial Year 2024-25. As the term concludes with the financial year 2024 25, it necessitates the appointment of a Secretarial Auditor for the subsequent term.

Pursuant to the recent amendment in Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, clause (b) of sub-regulation (1) provides that a listed entity shall appoint or reappoint an individual as

Secretarial Auditor for not more than one term of five consecutive years, with the approval of shareholders in the Annual General Meeting. Further, any association of the individual or the firm as the Secretarial Auditor of the listed entity before March 31, 2025, shall not be considered for the purpose of calculating the tenure.

Since the Company had appointed M/s Shanu Mata and Associates before March 31, 2025, the earlier term of three years will not be counted for tenure calculation under the above provision. Accordingly, the Board of Directors will propose the reappointment of Mr. Shanu Bhagwandas Mata (Membership No. F12161), Proprietor of M/s Shanu Mata and Associates, as the Secretarial Auditor of the Company, effective from the date of shareholders approval in the ensuing Annual General Meeting.

C. INTERNAL AUDITOR

Pursuant to the provision of Section 138 of the Companies Act, 2013, read with rule 13 of Companies (Accounts) Rules, 2014, M/s. Sahajwani Narang & Associates, is appointed as an Internal Auditor of the Company for the term of 3 Years commencing from the Financial Year 2022-23 till the Financial Year 2024-25.

However, subsequent to period under review, the company in its board meeting held on 28.05.2025 approved the re-appointment of Mr. Shailesh Narang in his individual capacity, as the Internal Auditor of the Company for the term of five years commencing from financial year 2025 26 to financial year 2029-2030.

14. EXPLANATION TO AUDITORS REMARK: Auditors Report

The auditors of the company have not made any observations and/or qualifications in their audit report issued on the financial statements of the company of the financial year ended 31st March, 2025. The report of the Statutory Auditors on the Financial Statements forms a part of this Integrated Annual Report. There are no specifications, reservations, adverse remarks on disclosure by the Statutory Auditors in their report. They have not reported any incident of fraud to the Audit Committee of the Company during the year under review.

Secretarial Auditors Report

The secretarial auditor has not made any remarks/ observations/qualifications in the secretarial audit report for the year ended 31st March, 2025. Hence, there is no explanation required for the same.

The Secretarial Auditors Report is enclosed as Annexure-B to the Boards report, which forms part of this Integrated Annual Report.

15. DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SECTION 143 (12) OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GEOVERNMENT:

There were no frauds as reported by the Statutory Auditors under sub-section 12 of Section 143 of the Companies Act, 2013 along with Rules made there-under other than those which are reportable to the Central Government.

16. DETAILS OF SUBSIDIARIES/JOINT VENTURES/ ASSOCIATE COMPANIES:

During the year no company have become or ceased to be its subsidiaries, joint ventures or associate companies.

17. DECLARATION OF INDEPENDENT DIRECTORS:

Mr. Manish Sehgal (DIN: 01193550) and Mr. Ashok Kumar Jain (DIN: 00251096), Independent Directors of the Company have confirmed to the Board that they meet the criteria of Independence as specified under Section 149 (6) of the Companies Act, 2013 and they qualify to be Independent Director. They have also confirmed that they meet the requirements of Independent Director as mentioned under Regulation 16 (1) (b) of SEBI (Listing Obligation and Disclosure confirmation Requirements) Regulations, 2015. The was noted by the Board.

18. SECRETARIAL STANDARDS:

The Company has in place proper systems to ensure compliance with the provisions of the applicable secretarial standards issued by The Institute of Company Secretaries of India and such systems are adequate and operating effectively

19. CORPORATE GOVERNANCE:

Since the Company has listed its specified securities on the SME Exchange therefore by virtue of Regulation 15 of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 the compliance with the corporate governance provisions as specified in regulations 17 to 27 and clauses (b) to (i) and (t) of sub-regulation (2) of regulation 46 and para C, D and E of Schedule V are not applicable to the Company. Hence Corporate Governance does not form part of this Boards Report.

20. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREGIN EXCHANGE EARNING AND OUTGO:

The particulars relating to conservation of energy, technology absorption and foreign exchange earnings and outgo, required to be furnished pursuant to Section 134(3)(m) of the Companies Act, 2013, read with Rule 8(3) of the Companies (Accounts) Rules, 2014, are as under: i. Part A and B of the Rules, pertaining to conservation of energy and technology absorption, are not applicable to the Company. ii. Foreign Exchange Earnings and Outgo:

Foreign Exchange Earned - Nil Foreign Exchange Used - Nil

21. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND:

Pursuant to Section 124 and Section 125 of the Companies Act, 2013 read with the IEPF Authority (Accounting, Audit, transfer and Refund) Rules, 2016 (‘the Rule), all the unpaid and unclaimed dividends are required to be transferred by the Company to the IEPF established by the Government of India, after the completion of Seven Years. Further according to the Rules, the shares on which dividend has not been paid or claimed by the Shareholder for seven consecutive years or more shall also be transferred to demat account of the IEPF Authority.

Company has not completed seven years since its last dividend declaration or payment, it means that the threshold for transferring funds to the IEPF has not been met. In such cases, the Company would not be eligible to transfer funds to the IEPF until it fulfils this requirement.

22. REMUNERATION RATIO AND OTHER DETAILS OF DIRECTORS / KEY MANAGERIAL PERSONNEL (KMP) / EMPLOYEES:

The information required pursuant to Section 197 read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, in respect of Directors/ KMP of the Company are furnished as follows: 1. The percentage increase in remuneration of each Director, Chief Financial Officer and Company Secretary during the financial year 2024-25, ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the financial year 2024-25 and the comparison of remuneration of each Key Managerial Personnel (KMP) against the performance of the Company are as under:

(Amount in Lakhs)

Name of Director/KMP	Designation	Remuneration for F.Y. 2024-25	Remuneration for F.Y. 2023-24	Ratio of Remuneration of director to Median Remuneration of employees	Increase / (decrease) in remuneration from previous year	% increase in remuneration from previous year
Sanjay Harish Motiani	Managing Director and Chairman	60.00	60.00	16.25	0.00	NIL
Kanchan Sanjay Motiani	Whole time Director	48.00	48.00	13.00	0.00	NIL
Anushka Sanjay Motiani	Non-Executive Director	0.00	9.00	-	(9.00)	NIL
Nikhil Sanjay Motiani	Executive Director	18.00	11.5	4.87	6.5	56.52%
Subhash Apuroy Shenoy *	Chief financial Officer	6.02	3.01	1.63	NA	NA
Himanshi Tiwari	Compliance Officer & Company Secretary	4.20	3.60	1.14	0.6	16.67%

*Subhash Apuroy Shenoy was appointed as the CFO w.e.f 25th September, 2023. Hence, % increase in remuneration is not comparable.

1. The median remuneration of employees other than the Whole-time directors of the Company during the financial year was Rs. 369317/-2. In the financial year, there is 8.15% increase in the median remuneration of employees other than the Whole-time directors; 3. There were 46 permanent employees on the rolls of Company as on March 31st 2025; , 4. The key parameters for the variable component of remuneration availed by the directors are considered by the Board of Directors based on the recommendations of the Nomination and Remuneration Committee as per the Remuneration Policy for Directors, Key Managerial Personnel and other Employees; 5. It is hereby affirmed that the remuneration paid is as per the as per the Remuneration Policy for Directors, Key Managerial Personnel and other Employees.

6. Details of top ten employees of the Company:

Details of employees under Rule 5 (2) of the Companies (Appointment and Remuneration) Rules, 2014 as amended from time to time:

(Amount in Lakhs)

Sr. No.	Name of the Employee	Designation of the Employee	Remuneration Received annually (in lakhs)	Nature of employment, whether contractual or otherwise	Qualifications and experience of the employee
1.	Vrushali Patil	Admin Head	8.38	Permanent	Graduation
2.	Siddesh Chaurasiya	Digital Marketing Head	7.43	Permanent	Graduation
3.	Bhaskar Rasam	It Head	6.97	Permanent	Graduation
4.	Bhavana Rasam	Marketing	6.79	Permanent	Graduation
5.	Sanjay Kumar	It Service Manager	6.57	Permanent	Graduation
6.	Amol Sagvekar	Senior Engineer	6.01	Permanent	Graduation
7.	Ganesh Dhumal	Senior Engineer	6.01	Permanent	Graduation
8.	Aman Singh	Senior Engineer	5.66	Permanent	Graduation
9.	Subhash Shenoy	CFO	5.50	Permanent	Graduation
10.	Karan Ahuja	Digital Marketing	5.40	Permanent	Graduation

 

Date of commencement of employment/ Resignation	The age of such employee	The last Employment held by such employee before joining the Company	The percentage of equity shares held by the employee in the Company within the meaning of clause (iii) of sub-rule (2) above	Whether any such employee is a relative of any director or manager of the Company and if so, name of such director or Manager
01-04-2019	47	-	0.00	No
01-04-2019	27	-	0.00	No
15-07-2007	43	-	0.00	No
01-03-2008	42	-	0.00	No
04-02-1999	54	-	0.00	No
01-02-2009	37	-	0.00	No
01-07-2009	41	-	0.00	No
04-02-2020	36	-	0.00	No
01-04-2020	58	-	0.00	No
01-04-2020	25	-	0.00	No

No Directors/Managerial Personnel in the Company have been paid remuneration in excess of the limits prescribed under section 197 of The Companies Act, 2013 read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

23. DISCLOSURES:

COMMITTEES OF THE BOARD

The Company has several committees, which have been established as part of best corporate governance practices and comply with the requirements of the relevant provisions of applicable laws and statutes.

Pursuant to the provision of Companies act, 2013 and SEBI (Listing Obligations and disclosure Requirements) Regulations 2015, composition of different Committees are as follows: i) Audit Committee

	Name of the Director	Status in Committee	Nature of Directorship
	Ashok Kumar Jain	Chairman	Additional Independent Director
	Manish Sehgal	Member	Independent Director
	Kanchan Sanjay Motiani	Member	Whole Time Director
ii)	Stakeholder Relationship Committee
	Name of the Director	Status in Committee	Nature of Directorship
	Ashok Kumar Jain	Chairman	Additional Independent Director
	Sanjay Harish Motiani	Member	Chairman & Managing Director
	Kanchan Sanjay Motiani	Member	Whole Time Director
iii)	Nomination and Remuneration Committee
	Name of the Director	Status in Committee	Nature of Directorship
	Manish Sehgal	Chairman	Independent Director
	Ashok Kumar Jain	Member	Additional Independent Director
	Anushka Sanjay Motiani	Member	Non-Executive Director
iv)	Corporate Social Responsibility Committee
	Name of the Members	Status in Committee	Nature of Directorship
	Sanjay Harish Motiani	Chairman	Chairman & Managing Director
	Ashok Kumar Jain	Member	Additional Independent Director
	Kanchan Sanjay Motiani	Member	Whole Time Director
v)	Risk Management Committee
	Name of the Members	Status in Committee	Nature of Directorship
	Sanjay Harish Motiani	Chairman	Chairman & Managing Director
	Ashok Kumar Jain	Member	Additional Independent Director
	Kanchan Sanjay Motiani	Member	Whole Time Director

24. VIGIL MECHANISM/WHISTLE BLOWER POLICY:

The Company has adopted a Whistle Blower Policy in compliance with Listing Regulations and Companies Act 2013. The Policy empowers all the Stakeholders to raise concerns by making Protected Disclosures as defined in the Policy. The Policy also provides for adequate safeguards against victimization of Whistle Blower who avail of such mechanism and also provides for direct access to the Chairman of the Audit Committee, in exceptional cases. As on date, none of the stakeholders have raised any Whistle Blower concern and the Company affirms that no employee has been denied access to the Audit Committee, which is charged with overseeing this policy. The Vigil Mechanism/ Whistle Blower Policy have also been uploaded on the website of the Company i.e. https://www.silicongroup1.com.

25. CORPORATE SOCIAL RESPONSIBILITY:

In accordance with Section 135 of the Act and Rules framed thereunder, the Company has adopted a Policy of CSR and the Board has constituted a Committee for implementing the CSR Activities. The CSR Committee comprises of two (2) Directors and one (1) Additional Independent Director as at 31st March, 2025 viz. Mr. Sanjay Harish Motiani (Chairman), Mrs. Kanchan Sanjay Motiani (Member) and Mr. Ashok Kumar Jain (Member). The Committee met twice during the financial year under review. The meetings were held with the presence of requisite quorum. The Company has adopted a CSR policy which indicates the activities to be undertaken by the Company as specified in Schedule VII to the Act. The Annual Report forms part of this report and same is annexed as Annexure – C.

26. FINANCIAL STATEMENTS:

The financial statements of the company have been prepared in accordance with generally accepted accounting principles in India (Indian GAAP). The company has prepared these financial statements to comply in all material respect with the accounting standards notified under the Companies (Accounting Standards) Rules, 2006 and the relevant provisions of the Companies Act, 2013. The financial statements have been prepared on an accrual basis and under the historical cost convention.

27. DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY:

The Board has formed a Risk Management Committee for overseeing the Companys risk management processes and systems and implementation of the risk management policy.

The Committee is responsible for monitoring and reviewing the risk management plan and ensuring its effectiveness. The Audit Committee of Directors has additional oversight in the area of financial risks and controls. The major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis.

28. COST RECORDS:

Maintenance of cost records as specified by Central Government under sub section (1) of Section 148 of the Companies Act, 2013, is not applicable to the Company.

29. SEXUAL HARASSMENT:

The Company has always been committed to provide a safe and conducive work environment to its employees and has adopted policy on Prevention, Prohibition and Redressal of Sexual Harassment at workplace in line with the requirements of The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

Your Directors further state that during the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Company has constituted Internal Committee(s) ("ICs") to redress and resolve any complaints arising under the POSH Act.

Additional Details required as per MCA Circular dated 30.05.2025 are as below: (i) Number of Sexual Harassment Complaints received: NIL

(ii) Number of Sexual Harassment Complaints disposed off: NIL

(iii) Number of Sexual Harassment Complaints pending beyond 90 days.: NIL

Also, Company has complied with Maternity Benefit Act during the year under review..

30. DETAILS OF DIRECTORS OR KEY MANAGERIAL PERSONNEL:

The Board is duly constituted according to the provisions of the Companies Act, 2013. The Directors on the Board have submitted notice of interest under Section 184(1), intimation under Section 164(2) of the Companies Act, 2013 and declaration as to compliance with the Code of Conduct of the Company.

The Composition of Board of Directors and the details of Key Managerial Personnel for the Financial Year 2024-2025 are as follows:

Sr. No.	Name	Designation	DIN/ PAN
1.	Sanjay Harish Motiani	Chairman and Managing Director	07314538
2.	Kanchan Sanjay Motiani	Whole-time director	07314480
3.	Nikhil Sanjay Motiani	Executive Director	07570586
4.	Anushka Sanjay Motiani	Non-Executive Director	07395256
5.	Ashok Kumar Jain	Additional Independent Director	00251096
6.	Manish Sehgal	Independent Director	01193550
7.	Himanshi Tiwari	Company Secretary and Compliance Officer	AVPPT1479G
8.	Subhash Apuroy Shenoy	Chief Financial Officer	BIZPS1135C

Appointment of Director & KMP:

During the year, the Company based on the recommendation of the Nomination & Remuneration Committee (‘NRC) has appointed Mr. Ashok Kumar Jain as Additional Independent Director of the Company with effect from March 04, 2025.

Resignation of Director & KMP:

During the year, Mr. Rajesh Krishna Vyas resigned from the position of Independent Director with effect from the closure of business hours on 31^st January, 2025.

Apart from the above changes, there were no other changes in the composition of the Board of Directors of the Company during the Financial Year 2024-25 and till the date of Boards Report.

As per Companies Act, 2013 the Independent Directors are not liable to retire by rotation.

31. BOARD EVALUATION:

The Nomination and Remuneration Committee of the Company has laid down the criteria for performance evaluation of the Board, its Committees and individual directors including independent Directors covering various

aspects of the Boards functioning such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specific duties, obligations and governance.

Pursuant to the provisions of the Companies Act, 2013 and Regulation 17 of the Listing Regulations, based on the predetermined templates designed as a tool to facilitate evaluation process, the Board has carried out the annual performance evaluation of its own performance, the Individual Directors including Independent Directors and its Committees on parameters such as level of engagement and contribution, independence of judgment, safeguarding the interest of the Company and its minority shareholders etc. and expressed their satisfaction with the evaluation process and performance of the Board.

32. EXTRACT OF ANNUAL RETURN:

The Company has uploaded the extract of Annual Return on the website maintained by the Company i.e. www.silicongroup1.com

33. NUMBER OF MEETINGS OF THE BOARD:

During the Financial Year 2024-25, the Board of Directors met 06 (Six) times in total, physically/virtually and the intervening gap between two meetings was within the period prescribed under Section 173 of the Companies Act, 2013 along with Rules made there under.

34. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

The Management Discussion and Analysis Report as required in terms of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘Listing Regulations), is annexed to this Report as Annexure – D.

35. POLICIES AND DISCLOSURE REQUIREMENTS:

In terms of provisions of the Companies Act, 2013, the Company has adopted all the required policies which are applicable to the Company and are available on the Companys website www.silicongroup1.com.

36. PROCEEDINGS UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016:

During the period under review, no application has been filed or any proceeding is pending against the Company under the Insolvency and Bankruptcy Code, 2016.

37. DIRECTORS RESPONSIBILITY STATEMENT: Pursuant to the requirement under section 134(3)(c) and Section 134(5) of the Companies Act, 2013 with respect to Directors Responsibility Statement, the Board of Directors, to the best of its knowledge and ability, confirm that: (i) in the preparation of the annual accounts for the financial year ended March 31, 2025, the applicable accounting standards had been followed and there are no material departures; (ii) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at March 31, 2025 and of the profit and loss of the company for that period; (iii) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities; (iv) the directors had prepared the annual accounts on a going concern basis; (v) the Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating and (vi) the directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were . adequate and operating effectively

38. INTERNAL FINANCIAL CONTROL SYSTEM:

The Company has robust and comprehensive Internal Financial Control system commensurate with the size, scale and complexity of its operations. The system encompasses the major processes to ensure reliability of financial reporting, compliance with policies, procedures, laws, and regulations, safeguarding of assets and economical and efficient use of resources.

The policies and procedures adopted by the company ensures the orderly and efficient conduct of its business and adherence to the companys policies, prevention and detection of frauds and errors, accuracy and completeness of the records and the timely preparation of reliable financial information.

The Internal Auditors and the Management continuously monitors the efficacy of Internal Financial Control system with the objective of providing to the Audit Committee and the Board of Directors, an effectiveness of the organizations risk management with regard to the Internal Financial Control system.

Audit Committee meets regularly to review reports submitted by the internal auditors. The Audit Committee also meet the Companys Statutory Auditors to ascertain their views on the financial statement, including the financial reporting system and compliance to accounting policies and procedures followed by the Company.

39. GENERAL:

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review: 1. Details relating to deposits covered under Chapter V of the Act. differential 2. Issue of equity shares with rights as to dividend, voting or otherwise.

3. Neither the Managing Director nor the Whole Time Directors of the Company receive any commission. 4. Particulars of Loan, Guarantees or Investment U/s. 186.

5. Separate Section containing a Report on performance and Financial Position of each of Subsidiaries, Associated & Joint Ventures included in the Consolidated Financial Statement of the Company.

6. Voluntary revision as per Section 131 of the Companies Act, 2013.

7. Any one-time settlement with any Banks or Financial Institutions.

40. ACKNOWLEDGEMENTS:

Your Directors would like to express their sincere appreciation for the co-operation and assistance received from various department of Central and State Government, the Bankers, Regulatory Bodies, Stakeholders including Financial Institutions, Suppliers, Customers and other business associates who have extended their valuable sustained support and encouragement during the year under review.

Your Directors take this opportunity to recognize and place on record their gratitude and appreciation for the commitment displayed by all executives, officers and staff at all levels of the Company. We look forward for the continued support of every stakeholder in the future.

	For and on behalf of the Board of Directors
	SD/-	SD/-
	Sanjay Harish Motiani	Kanchan Sanjay Motiani
Date: 21st August, 2025	Chairman & Managing Director	Whole-time director
Place: Mumbai	DIN- 07314538	DIN- 07314480